The Upgrade
by JustAnotherEveryDayNerd
Summary: Peter's suit gets an upgrade. (Minor Infinity War Spoilers) {Not really, it's in the trailer}
1. Chapter 1 (The Upgrade)

You wandered through Stark Tower, looking for something to do. You walked into the 'science room', as you liked to call it, and observed that no one was there. You looked around, noticing the Spiderman suit hung up in the corner. You looked it over, then around you. You knew Tony was working on an Iron Suit for Peter, but you thought his original one could use more pizazz. You got an idea, and decided to tell Tony about it.

You ran downstairs to his personal lab, and knocked on the door.

"Who is it?"

"It's Y/n, Mister Stark."

"You can come in."

The door slid open, as you saw Tony working on Peter's suit. You eyed it over with adoration. "Dude, this looks sick!"

"Don't call me dude."

"Sorry. This looks awesome!" You walked up to it, running your hands along the material.

"I hope the kid likes it."

You smiled. "He will." Your hand stopped its movements. "Speaking of Peter, I was wondering if I could update his suit."

"What for?"

"Ya know, make it look cooler."

"What's the point if you can't add better functionality?"

"The rest of the team got new looks." You retorted. "You did."

"The suit has new abilities."

You frowned. "Yeah, I forgot." You shrugged. "I'm sure I could come up with something."

Tony looked at you with an eyebrow raised. He shrugged. "I guess it's alright."

You bit your lip to stop yourself from squealing in joy. "Thank you. I'll get started right away."

You jogged back up the stairs, promptly tripping. You were caught before you hit the ground though. You looked up. "Thanks Peter."

"No problem. Where are you going in such a hurry?"

You franticly searched your mind for an excuse. You wanted the suit to be a surprise. "Uh-I was going to go work on a prototype." You said. _Didn't lie, nailed it,_ you thought. His eyes lit up like Christmas. "For what?!" He asked, excited. "Can't tell ya." You said, still not lying. He pouted. "Aw, come on Y/n! Why can't you tell me?" He gave you puppy dog eyes.

"I hate you."

"No you don't." He retorted.

"It's a surprise." Still not lying!

"Why?"

"Can't tell ya. I've told you too much already." You teased.

"What?"

"See ya, Pete. Gotta fly." You walked off, hoping to avoid spilling anything.

Peter watched you walk away, really wanting to follow you, but deciding you were acting such a way for a reason.

 ** _~Like in Footloose, the movie~_**

You made it safely inside the 'science room', locking the door behind you. You breathed a sigh of relief. You walked over to the suit and began your work.

Three hours later, noting that it was lunch time, you decided you should probably eat.

"Friday, tell Mister Stark that I'm leaving, and I'm locking the doors to everyone except him, and myself, of course."

"Yes, Miss Y/l/n."

You walked outside, the door swooshing closed behind you. You walked to the kitchen, finding Wanda, Bucky, and Steve. You walked to the fridge, digging through, seeing what there is. You turned on the pan, and waited for it to get hot. You turned to your friends, who were all sitting at the counter. "Hey, Y/n."

You smiled. "Hey Steve." You turned to Wanda and Bucky. "Hey guys."

"Hey, Y/n."

"Hello Y/n."

Man, you loved these guys. You made your grilled cheese, and grabbed a cup of coffee, heading back to the lab. You walked to the closed door, noticing it wanted a hand print. You swore, seeing as your hands were full. You balanced the plate on your head, and placed your hand on the scanner. The door opened, and you picked up the plate, walking in, and setting your stuff down on the counter. The door closed behind you, locking you in. You took a bite of your sandwich, and continued working.

 ** _~Exactly like Footloose~_**

You had just begun to build it, but realized you might need Peter's measurements. You couldn't even use his current suit, because it fit whoever wore it. You paused. You were gonna have to remember that later.

You had been trying to think of a way to get them without giving it away, when the door opened. You threw yourself in front of the work you had completed so far, covering it from the person who just walked in. You sighed in relief. "Mister Stark, you scared me." You stood correctly again, seeing as he wasn't a threat.

"How are we doing?" He asked.

"I have everything figured out, I just need measurements, and an idea of what to add." You clarified, scratching your head.

"You still don't know what to add to make it better?"

"Well you don't exactly make it easy." You retorted.

"True. I am pretty great."

You smirked and rolled your eyes. "You wouldn't happen to have Peter's measurements, would you?"

"Friday does."

"Oh yeah."

"Well, I'll let you get back to it."

You nodded in thanks. "Thank you Mister Stark."

"No worries." He said, exiting the room, leaving you by yourself again.

 ** _~Is it still the greatest movie of all time~_**

Hours later, you had finished the outline, and had to work on details, and what to add. This was going to drive you crazy. With Tony gone, you became lonely, and decided to start again tomorrow, hoping that sleep would give you some ideas. The door closed and locked, as you headed back to the kitchen for supper. When you walked in your jaw dropped. "We have TACOS?!" You squealed. You ran to the counter, grabbing three, and sitting down in your seat. You loved tacos. You would kill for them. "Man, if I knew we had tacos, I would have come out sooner."

Peter sat next to you, with four tacos. Bucky sat on the other side of you, with five, while Steve sat on the other side of Bucky, with the same amount. You looked around. Thor sat down, with eight, and you determined this a competition. One you would totally regret later, but who cares? You grabbed two more, deciding you'd start with five. Peter looked at your plate in shock. "Y/n, you're gonna die." He commented.

"It's a competition. I love tacos. Whoever eats the most tacos without bailing, wins."

"You can't out eat two super soldiers, a demi-god, or me." Peter tried to reason.

"Watch me."

 ** _~It never was~_**

Yep. You regretted it. You had managed to eat the same amount as Peter, but Steve, Bucky and Thor went above and beyond. You held up your white flag, waving it. You stood, about to head to your room. "Regret!" You shouted. Peter stood, and helped you to your room, seeing as it would have taken you forever, considering the speed you were currently moving in.

He walked you to your door. "You gonna be alright?"

"I think so." You nodded. "Thank you."

Peter smiled. "No problem." He pat you on the shoulder, before heading to his own room.

You watched him leave, and entered your room, getting changed and laying down. You closed your eyes, before opening them seconds later. You sat up, and raced out of your room, sprinting to the lab. You got there, out of breath, and entered, the door closing and locking behind you.

You blew hair out of your face, and began working on your idea.

 ** _~We're the Avengers, man~_**

You worked throughout the night, trying to complete it before you lost your inspiration. You picked up the almost completed suit, and walked to the sewing machine.

When you finished, you looked it over proudly. You set it up next to Peter's older suit. The one Stark gave him. You picked it up, and looked over the material. You ran your hands along the stitch marks and lines, and smiled. You sat down, trying to figure out when and how to give it to Peter.

The door opened. Without looking, you spoke. "Hey, Mister Stark." When you got no reply, you turned and saw Peter. Your eyes grew wide, as you grabbed a web shooter off the table, and shot a web over his eyes. "Peter Benjamin Parker!" You walked over, grabbing him by the ear and dragging him out. "What the heck was that!? It was locked for a reason, bug brain." You released his ear when you walked far enough away. He began pulling the web off his face when he responded. "I was told to get something, and the door was locked, so-" He cut himself off.

"You HACKED THE DOOR!?"

"Well."

You pinched the bridge of your nose in frustration. "Did you see anything?"

"Um…no?"

Your shoulders slumped.

"Did you?"

"No."

You sighed. "You better not have. I swear Peter-" You froze. "Wait, who told you to come get something?"

"Mister Stark." He replied, pulling the last bit of webbing off his eyebrow. "Oh he did, did he?" You asked, clearly unamused. "Excuse me." You said, walking off. Well, more accurately storming off, ready for murder. Peter knew that look. He had grown to both love, and hate it. His eyes grew wide. "Y/n, wait!" He said, running to catch up with you. "What are you gonna do?"

"Give him a piece of my mind, Parker."

Peter stopped, and stared on in awe. Or was that fear? He wasn't sure. He just hoped you wouldn't light into Mister Stark _too_ badly.

 ** _~Please don't put your eggs in me~_**

You marched into Tony's lab, fuming. "Ah, Y/n." He said, standing and walking towards you. "How's the suit coming?"

"Fine." You replied bitterly. "Peter almost saw it, thanks to you."

He put a hand on his chest. "Thanks to me?" He asked.

"Don't play dumb, Stark. Peter told me you sent him."

"I did no such thing." He bluffed.

"Peter's many things, but a liar's not one of them." You explained.

"He's lied. About important stuff."

"To keep others safe. This would just be for himself." You contradicted. "You, on the other hand, are not trustworthy."

"What? Who saved New York from a missile?"

You rolled your eyes. "This again?"

"Yes."

He used this all the time, to prove he's not that bad.

"Who made Ultron?"

"Who made all the upgrades for the Avengers?"

"I helped."

You stepped forward. "Who broke up the Avengers?"

Tony paused, jaw clenching.

"Steve was right, ya know." You said, turning around and walking away. Just as you were about to leave, Tony retorted.

"We needed to be controlled."

You zipped around, eyes red. You pointed an accusing finger at him. "You didn't want to be responsible for your actions, Stark!" You took long paces towards him, while he backed up a couple steps. "You thought," you held your hands in a shrug for effect, "'hey, if something goes wrong, I can tell them this was the government's decision, not mine!'"

"That wasn't it!"

"Bull. That was it EXACTLY." You said, right in his face. He stopped, eyes downcast.

"Steve was right." You said, eyes turning blue. "The safest hands are still our own. What if the government tells us that people aren't a high priority? Huh? What then? Are we supposed to accept the fact that we can't help them? No. Remember when Jarvis told you that you could only save a handful of people? Remember what you did?"

Tony lifted his glance at you. "You saved them all, Tony." You placed your hands on his shoulders. "Every. Last. One."

You backed up, prepared to leave again. "How did it feel?" You asked, turning to walk away. You left the room, eyes returning to their normal shade.

 ** _~You can't be a friendly, neighborhood Spider-Man, if there's no neighborhood~_**

You walked back to your room, remembering you had been up all night working, and decided getting changed would be a good idea. You had finally given up trying to come up with an idea of how to introduce the new suit to Peter, so you just decided you'd bring him in.

You walked through Avengers tower, looking for Peter, before realizing you could ask the computer. "Jarvi-" you shook your head, "Friday, where's Peter?"

"Peter Parker is in the training room, miss Y/l/n."

You mumbled a, "great," before heading towards the gym. "Thank you, Friday."

"You are welcome, miss Y/l/n."

You entered the training room, eyes scanning the room. You saw Peter by punching bag, practicing his aim without the suit. He wore a tank-top and shorts, and he was covered with sweat. Your eyes flashed purple before turning pink. You walked towards him. "Hey, Peter!" You called. He stopped, turning to look at you. He smiled, and walked up to you. "What's up?"

"Um, could you get a shower real fast?"

His eyebrows furrowed. "Yeah. Why?"

"Remember that project I was working on?"

His eyes lit up. "Yeah."

"I was going to show it to you, but I figured you'd want to be clean."

"Yeah, I'll-are your eyes pink?"

They turned a brighter shade.

"What? I uh, I can't tell."

"They're pink! Why are they pink?"

"Oh! My eyes change color depending on my mood."

"What!? That's amazing! Why have I never noticed this?"

"You're not observant?" You suggested.

"What do the colors mean?"

"Red is angry, blue is sad, pink is embarrassed, or blushing-"

"Why are you embarrassed?"

"Well, I don't like talking about me." It wasn't entirely a lie, it also wasn't entirely the reason either.

"Why not? You're smart, and pretty, and nice, but also fierce." He added.

Your eyes burned pink now, while your cheeks held little color.

"It's a lame power. It doesn't even do anything for me."

"It's super cool though."

"Thanks. Yellow is happy, purple is love or passion, grey means I'm lying, green means I'm envious or disgusted, white is excitement, black is mischievous, brown is scared, or anxious, and orange is adoration, or pride." You concluded.

"Woah."

"Yeah, my eye color is normally e/c, so, when I feel that emotion, it just turns a different shade." You explained.

"Cool. So, I'm gonna go shower, so we can get this show on the road."

"Oh! Yeah. Sorry."

"It's alright. I learned something." He said, smiling and walking off. As you watched his back, your eyes turning orange.

You sprinted to the lab, to finish some things, before he was ready. "Friday, tell Peter to come to the door when he's finished, and alert me when he gets here." You instructed.

"Yes, miss Y/l/n."

About twenty minutes later, Peter was done, and was on his way to the lab. "Miss Y/l/n." You jumped out of your skin, eyes flashing a shade of brown. You glared up at the ceiling, eyes a pale red, as if Friday could be offended by you. "Mister Parker is on his way."

"Thank you, Friday." You took a deep breath, and walked outside, being greeted by a raised fist. Your eyes flashed brown again, before the hand lowered. "I was just about to knock." Peter said. "I figured." You said, eyes returning to their normal color. "Close your eyes." You said, while your own turned white with yellow stripes. Peter's eyes widened at yours, but complied, a huge grin on his face. You took his hand, and almost sighed in content as his hand wrapped around yours. Your eyes got tiny pink specks in them, but remained mostly white and yellow. You pulled him inside, telling Friday to release the door's lock.

You pulled him in, and positioned him in front of his old suit. You released his hand and walked away, as Peter began searching for your hand, his eyes remaining closed. You didn't notice this however, as you walked over to the display.

You grabbed hold of it, and smiled. "Open."

Peter opened his eyes, and looked at his suit. "It's my suit." He said, tilting his head, confused. You smiled, and wheeled it away, revealing his new suit underneath. Peter's jaw went slack as his took in the white. He walked over, and ran his hand along the material. "What is this?" Your eyes lost their white, and was replaced with orange. "The white on the chest, hands, arms, legs, and feet is a more sturdy material. Instead of cloth, so it'll hurt more, and protect you better."

Peter grinned. You continued.

"I also took the liberty of adding something in the eyes." You said, taking the mask off and handing it to him. He slipped it on, and the spider's eyes got wide, to match his own.

"I added focus. It should help you with aiming, and to better plan your attacks." You explained. "It also has a monitor that allows us to see what you're seeing."

"Who's 'us'?"

"Ya know, me. The guy in the chair." You said, eyes flashing blue, before turning orange. "Do you like it?"

"Like it? I love it!" He said, pulling the mask off over his head. "All that's left is a test drive."


	2. Chapter 2 (The Test Drive)

Peter grabbed the suit, and ran to the bathroom to get changed. You leaned against the wall, waiting for him to emerge. When Peter walked out in his new spider suit, your eyes flashed bright orange, with some purple and green flecks. You grinned. "How does it feel?"

"Amazing."

You felt yourself get giddy, so you bit your tongue, as to not make a fool out of yourself. You walked off, signaling Peter to follow you. You walked into your computer room, since you didn't have powers Tony gave you your own rooms for helping, and turned on one of the computers, Peter leaning over your shoulder, watching. You plucked his mask off his head, causing his hair to floof. He shook his head and ran his hand through his hair to try and tame it.

You turned the mask inside out, putting in a tiny disk drive to the eye-piece and another one into the computer. You corrected the mask, handing it back to Peter, and switching on a button. Peter put on the mask, and looked at the computer, seeing himself and the computer inside it. "This is trippy."

You laughed, eyes now a yellow. "Alright." You turned on another computer, which had a map of the city on it, displaying crimes. Your eyes scanned the map, looking for something relatively safe for Peter to test out the suit.

You pointed. "There's a robbery a few blocks down." You said, looking up into the eyes of the mask. Peter nodded. "Sounds good." He jogged out of the door, and began swinging around outside. You turned on an earpiece, and slid it into your ear.

"Hey, Y/n?"

"Yes, Spider-man?"

"Does this suit have a GPS?"

"Yeah. I know you."

Peter smiled, as a map appeared in his vision. You selected the robbery on the computer, causing the location to light up on Peter's map.

"So," he started, voice slightly different because of the strain, "what kind of robbery is this?

"So," he started, voice slightly different because of the strain, "what kind of robbery is this?"

You looked at the other computer. "Small market."

"Sounds good."

"I know. I'm good at this stuff."

Peter landed on top of a building, observing the thieves around him. He webbed one in the back, yanking him up and webbing him to the roof. The mask's eyes scanned the rest of the men. Four men, all armed.

You saw this, and quickly pulled out a notepad and pencil, to write down an idea for a web bomb. Spider-man webbed all of the guns and webbed them on the wall, jumping between the four guys.

"Hey guys." He introduced.

The men attacked him, and he quickly webbed one to a wall, and leapt in the air, dodging the other three. He back flipped, and landed behind them, webbing two more together, and stuck them to the ground. The other guy tried to punch him, which Peter ducked under, and using the opening, kicked the man in the stomach, and hit him in the back with his elbow, causing the man to collapse. Peter webbed him to the ground as well.

Peter put his hand to wear his ear would be. "That was easy."

"Tests are supposed to be easy."

"Tell the schools that."

"I would, but they wouldn't listen."

"Very true." He said, looking up and pulling himself to the roof he was previously perched on.

"Got anything else for me?"

You slid your chair over a tiny bit, searching the map. "There's a group of guys surrounding a girl. I'd recommend you'd get there quickly."

You selected it, and Peter started heading in that direction. He swung into an ally, sticking to a wall.

There was a group of six guys, surrounding a teenager.

"Hey!" Peter spoke up. The girl tried to use this as a chance to escape, but one of the guys grabbed her arm, and drug her back. "Didn't anyone ever tell you how to treat a lady? But her dinner fist, fellas."

He shot a web out of his wrist, hitting one of the guys on the face, sending him to the ground. Peter webbed him up, and swung him around, and released him into two other guys in the process, knocking the three of them unconscious. The two others that weren't holding the woman rushed him. He jumped over them, placing his feet on their backs, using them as a jump-off point. He attacked the guy holding the girl, sending him to the ground, creating a small crater in the ground.

"Peter, behind you!" You spoke through the earpiece.

Peter's spider-senses went off. He jumped, flipping over the two coming after him. He landed, and shot a web at their heads, bringing them together. The two fell to the ground. Peter webbed them up before walking up to the girl.

"Are you alright, miss-?"

"April."

"Are you okay?"

"Thanks to you." She walked up to him, kissing his mask on the cheek. The masks eyes widened, as Peter turned a shade of red under the cloth.

Your eyes flashed a bright green, but you remained silent, counting to ten in your head, trying to calm down.

"Um, thank you."

"No, thank you, Spider-man."

April walked off, just as the police cars drove up. A cop walked up to her, and started asking her questions.

"Wow." Peter mumbled.

He crawled up the wall, sitting on the roof, his legs hanging over the edge. "What next?"

He was met with silence.

"Y/n? You there?"

"I'm looking." You responded coldly.

Peter was slightly taken aback, but said nothing. The green in your eyes fluctuated quite a bit, before you found something else.

 **~So, if anything it's your fault I'm here~**

You and Peter spent the entire day stopping crimes. You had written down some more ideas for equipment, while Peter was currently positioned on a railing.

"You want to try this one stealth?"

"We can do stealth?"

"Why would you not be able to?"

"Never thought about it."

"Peter."

"Yes?"

You paused. "Why are you like this?"

He laughed. "Dunno."

One of the guys walked under where Peter was currently perched. He shot a web at him, pulling him up and hanging him from the railing.

Peter grinned in satisfaction and excitement.

He had managed to web up two more guys, before he shot at another one, and nothing came out of his shooters.

"I think we ran into a problem." He whispered.

"You've been out all day. I don't know what you expected." You said back, writing down to store more webs.

Peter hopped down.

"Hey fellas." He greeted. He fought them all, hand to hand combat, knocking the remaining threats unconscious. He fist bumped the air. "Nailed it."

"Head on home, Pete. Gotta turn in, and you've been out. All. Day. As previously stated."

"On my way." He shot a web at a building, nothing coming out. He swore under his breath. "Guess I have to go the long way." He said, walking back to Avengers Tower. You chuckled quietly to yourself, turning off the computer the map was on, and turning off the connection with his suit. You left the earpiece in though.

When Peter finally made it back, you jogged up to him. "How's my suit?"

"Hello to you, too." He teased.

You gave him a look.

"Your suit's fine. Not a scratch. It was untouchable."

"Well, the suit isn't untouchable, Peter, you are."

He took off the mask, and ran his hand through his hair, trying to control it. He handed you the mask, and you took it, looking it over. You began walking to the lab, Peter following you. "Anything you felt needed to be added?" You asked, looking for improvements. "Not that I could see. You did a really good job, Y/n." He complimented. Your eyes turned pink, but since he was facing your back, he couldn't see that.

"Thank you, Peter." You entered the lab, placing the mask on the counter. "I'll have to add more space for webs." You picked up your notepad, handing it to him. "I also came up with some ideas to help you in, sticky situations." You joked. Peter smirked.

"Very funny."

"Hey, it was no worse than yours, Parker."

He smiled. You handed him the notepad and he began looking through it. He handed it back to you, nodding. "They're good."

"Thank you."

"I was also thinking-"

"Y/n?"

You turned to him.

"Do you ever rest?"

You paused, slightly taken aback by this question.

"Yes." You lied, eyes turning gray. Peter raised an eyebrow at you, remembering what you'd said.

Your shoulders slumped. "No, not really." You confessed, eyes turning a bright blue.

"Why?" Peter asked, concerned.

"I want to help the team." You said. "I can't exactly do any useful fighting if the only power I have is color changing eyes." You explained.

"But you do plenty for the team." Peter said, heart heavy. He had no idea you felt this way.

"Yeah. When I work. When I make new products." You said, sitting down and looking down at Spider-man's mask in your hands. Your fingers ran over the soft material.

Peter could feel his heart shatter. You didn't deserve this. His eyes filled up with tears, until he could contain them no more. You heard a sniffle, and looked up. "Why are you crying?" You asked, quickly standing and tossing the mask on the counter. You walked up to Peter and gently placed your hands on the sides of his face. Peter collected himself. "I wish I could help. You don't deserve to feel this way."

Your eyes gained purple and orange patterns, along with the blue. "Peter." You whispered. You wrapped your arms around his shoulders, bringing him in for a hug. "Aw, Peter." You placed your right hand on the back of his head, running your hands through his hair, and pulling him slightly closer. "It's alright. I'm fine. I'm still contributing."

Peter bit his lip, knowing if he opened his mouth to try to speak, only a sob would escape. You stood there for several minutes, holding the broken boy. You pulled a handkerchief out of your pocket, and handed it to him. It had your initials stitched in y/f/c at the corner. He accepted it, with persuasion, and cleaned his face. He handed it back. You held up your hand. "Keep it. I have more." You smiled up at him, the purple and orange taking over the blue. "Come on, let's get you cleaned up."

You grabbed hold of his arm, and drug him outside, heading to the bathroom. You let Peter clean himself up. As Peter was composing himself, he thought of a plan. He opened the door, where you were waiting. You looked up.

"You alright?" You questioned.

"Yeah. Thanks. I'm gonna head to bed. It's been a long day."

You nodded. "Alright. See you tomorrow."

"See ya."

You watched Peter until he turned a corner, deciding to head to bed yourself. Peter headed to Tony's lab, knocking on the door.

"Come in."

Peter opened the door, walking towards Tony.

"Hey Mister Stark. Can I have a favor?"


	3. Chapter 3 (The Favor)

"What do you need, kid?"

Peter rubbed the back of his neck. "I was wondering if you could help me with something."

"You just got a new suit. What more could you want?"

"It's not for me." Peter clarified. Tony raised an eyebrow and put his tool down.

"What is it?"

"I wanted to make Y/n something."

Tony's eyes visibly hardened, but he tried to remain civil.

"Like what?"

"Well she's really upset that her only use is making things for the team." Peter explained, fiddling with his fingers. "You're an inventor, but even you get to go fight." Peter noted.

"Did you tell her that fighting isn't the only useful thing around here?"

Peter stood in silence for a moment, thinking. "No, I don't think so."

"Tell her that-"

Peter began walking away.

"No, not now. Wait."

Peter stopped, and walked backwards, turning around. Tony sighed.

"Besides, we have plenty of fighters. _And_ it's dangerous. You have to be trained, and practice every day."

Peter reached his arms out. "I know! But she doesn't feel the same way. An-and I wanted to give her a suit, or…..something, that could help her fight. Like-like a suit, or a wristband…..or-or a suit….." He trailed off. Tony raised an eyebrow and sighed.

"What did you have in mind?"

 ** _~Like in Footloose, the movie~_**

You wandered through the halls of Stark Tower, looking for something to do. You were walking along, mindlessly playing with your hair, when a face appeared in front of you. You stopped and looked up.

"Hey, Peter."

"Hey."

You were both silent for a few moments. Peter had a dumb grin on his face, which looked like a frown, because he was standing on the ceiling. You raised an eyebrow and tilted your head. You opened your mouth to ask what the heck he was up to, when he dropped down and grabbed your arm, dragging you away.

You decided to stay silent and just let Peter do his thing. He led you into a room. Everything was dark, and the lights were out.

"Peter, I can't see." You complained, reaching your arms out. You hand brushed something, and you felt more of it to discover what it was. You ran your hand up it and felt a face, and soft hair. You drew your hand away quickly, like you had been burned. Your eyes turned bright pink.

"Peter! I'm so sorry. I didn't-"

"It's fine." He assured. "I'll be right back, okay?"

You nodded, and then realized he couldn't see you very well.

"Uh, yes." You said. You heard footsteps getting quieter, and suddenly the lights turned on, momentarily blinding you. You covered your sensitive eyes with your hand. After a few second, you brought your hands down and squinted, eyes coming into focus.

You observed the thing ahead of you. You let out a gasp.

"Peter! Is this for me!?"

Sorry I haven't uploaded in a while! I've been busy! I'm back now, and I hope you all had a good Thanksgiving!


	4. Chapter 4 (The Gift)

You looked the suit over.

"Do you like it?" Peter asked, nervously.

"I love it. But what's it for?"

Peter was dumbfounded. "For you, silly. I figured I could, ya know, show you the ropes…or…..webs." He joked. You smiled and looked over at the suit again. You tentatively reached out and grabbed it, going to get changed.

You emerged a few minutes later and did a spin for Peter.

"How is it?"

"Good. Are you ready?" He asked. You shrugged.

"I guess so. What should my name be?"

Peter grinned. "Spider-girl?"

You shrugged. "Sure."

Peter frowned. "You're no fun."

 ** _~We're the Avengers, man~_**

You and Peter stood atop a building.

"I'm afraid of heights." You admitted.

"Really?"

"Yeah."

"Well, we'll soon fix that." He assured. Your eyes widened in worry.

"So first we're going to work on swinging. Aim at a building, and bring your middle and ring finger down to your-"

"I know Peter, I've seen you do this before." You said, cutting him off. He smiled.

"So, shoot." He instructed. You aimed at a building and brought your fingers down, shooting a web. It latched on to the building across from you. You smiled in pride, as did your young mentor.

"Great! Now put one foot on the ledge, and push off." He said, shooting the building next to it, and swinging over. You leaned over the edge, and closed your eyes, tightly gripping the web and stepping off.

You could feel the wind in your face and you let out a gasp, opening your eyes. You observed the world below you and tightened into a ball.

Spider-man appeared next to you, swinging as well.

"Loosen up! Go with the flow of the web!" He advised. You slowly stretched out and you breathed deeply, trying not to freak out.

"Make sure to keep shooting buildings! Wait; that sounded wrong." Peter said. You rolled your eyes, and shot the building ahead of you, swinging with that one as well.

"There you go!" You heard Peter say. "Now breathe!"

You let out a breath and smiled, now enjoying yourself. You let out a holler as you began swinging faster, diving some for speed. Peter laughed along with you, as he stayed close.

"You got it! Now get on top of that building!" He shouted, pointing to an apartment. You shot a web at it, and swung up, miss-judging a little, as you smacked into the side of the building.

You let out a groan. Peter appeared next to you, as he clung to the wall.

"It's okay. You can still climb." He assured, beginning to climb up the wall. You looked down at your gloved hands and followed in pursuit.

You reached the top and Peter gave you a high-five.

"Nice job!" He complimented.

"Thanks." You said, slightly breathless.

"Do you want to try some tricks?" Peter asked.

"Yes, please."

 ** _~Man, I should have stayed on that bus~_**

You were on your way back to Stark Industries with style. You were swinging from building to building, Peter following, when you heard police sirens.

You and Peter looked down and saw a police car chasing a black car with two guys leaning out windows with guns.

You looked to Peter for instruction.

"Get out of here! I'll be right with you!" He said, chasing after them. You nodded and continued swinging, until a feeling of guilt washed over you. You quickly changed direction, following Peter. You swung over and webbed one of the guns, ripping it from the guy's hands. The other man let out a shot and you gasped, clutching your stomach. You brought it up and observed the blood. Peter, not knowing you were there, webbed the back of the car, pulling it to a stop. His spider senses went off and he turned around, seeing you kneeling on the ground. He rushed over.

"Spider-girl! Are you okay!?" He asked, skidding on his knees over to you.

"I'm fine." You muttered.

"That's not true. What happened?"

You remained silent. He looked down and grabbed your arms, pulling them away from your body. He gasped upon seeing the bullet wound.

"You're hurt! Ugh. Why didn't you go home?"

"I felt guilty for leaving."

"But you have no training! You could have gotten killed."

"I'm sorry." You whispered. Peter could tell by your voice you were about to cry. He sighed.

"This is not the time to be having this conversation. I'm sorry, too." He said, picking you up.

"I forgive you."

A police officer ran over. "Is everything alright?"

"It will be. Thank you, officer." Peter assured. The officer nodded.

"Call me James. And no need to thank me, it's my job. Now you better take care of her."

"Alright. Thank you, James." Peter said, swinging away.

 _ **~I lost the Stark internship~**_

Peter landed at Stark Industries, and jogged inside, carrying you. You saw Tony run up and say something to Peter before you blacked out.


	5. Chapter 5 (The Recovery)

Peter sat next to you, watching the heart monitor beat steadily. He fiddled with his fingers nervously. He stood and paced back and forth. A cold hand came to rest on his shoulder. He turned around.

"Hey, Mister Barnes."

"Bucky."

"Right." Peter muttered, looking back at you.

"She's gonna be alright. She's tough. She just doesn't know it."

"Yeah, but I feel like it's my fault. Sure, the suit helped, but she doesn't have my rapid healing abilities, or my spider-sense, or-"

"She went back because of guilt. She knew the risks." Bucky cut Peter off. "I love her, too. We just gotta be patient." He assured.

"Yeah. Wait-I didn't say I loved her." Peter commented, turning a shade of pink. Bucky raised an eyebrow and grew a smirk.

"Get outta here. I'll tell you when she wakes up." Bucky offered. Peter gave you one last look before nodding at the super-soldier and walked out, quietly closing the door behind him. Bucky's smile faded as he turned to you and sighed, sitting down and running his hand through his dark hair.

 ** _~Can you summon an army of spiders~_**

Bucky jolted upright upon feeling himself fall asleep. He ran his hand along his face and looked up at the clock. He had been in there three hours. He rubbed the back of his neck, trying to relieve the soreness. He looked up at you. Your eyebrows twitched. Bucky quickly stood and took the remaining two steps to reach your bed.

"Y/n?" He asked, tentatively. You stirred again and groaned.

"Did you get the number of the truck that hit me?" You asked groggily. Bucky chuckled.

"It wasn't a truck. Are you okay?" He asked. You groaned again.

"Mostly. Is everything alright?"

"Yeah. The guy that shot you and the people with him are now behind bars." Bucky assured.

"Oh, yeah. How's Peter? Ugh, he must feel awful."

Bucky's eyes widened slightly. "Oh yeah. I'll be right back." He said, walking out the door. You sighed and pushed yourself up trying to sit up. You winced a tiny bit but managed to lean against the headboard. Peter rushed inside moments later, followed closely by Bucky. Peter strode up to you.

"Are you okay?" He asked.

"I'm fine."

He nodded, smiling a tiny bit. He looked you over.

"It was totally my fault." He said.

"What?! That's not true!"

"You got hurt!" Peter defended.

"You told me to leave, but I came _back_." You retorted. Peter sighed in defeat, sitting down and running a hand through his hair. "I still feel like it's my fault."

You smiled. "It's not." You said softly. Peter looked up at you and you met his eyes. You felt a tap on the shoulder and you turned, seeing Bucky. He jerked a thumb at the door.

"I'm gonna head out, and update everyone else on your recovery." He announced, walking out the door. You watched him leave before turning back to Peter.

"I was really worried." He confessed. You looked up at him and smiled.

"Thank you."

You both sat there in silence for a few moments before you broke it.

"Maybe I should be the guy in the chair for a _little bit_ longer." You joked. Peter laughed.

"I don't think I'm ready." You admitted. Peter smiled.

"You will be. One day." He encouraged. Suddenly, the rest of the Avengers burst through the door, all with huge smiles on their faces. Tony looked less thrilled, though. They all came forward, and began talking to you. Peter took this as his que to exit, so he made his way to the door, giving you one last look before quietly closing it behind him.

A/n: It's done! Do you think I should to an Epilogue where Tony and Y/n make up?


End file.
